SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEVINE MARC A

(Last)

(First)

(Middle)

C/O HEWLETT-PACKARD COMPANY

3000 HANOVER STREET

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEWLETT PACKARD CO [ HPQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Controller & PAO

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/29/2013		S		7,000⁽¹⁾	D	$25	22,321.424⁽²⁾	D
Common Stock								1,910.0286⁽³⁾	I	By Fidelity Investments Institutional Services Company, Inc.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	01/02/2013		A		24.6932⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	24.6932	⁽⁵⁾	1,752.6932	D
Restricted Stock Units	⁽⁴⁾	01/02/2013		A		244.6059⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	244.6059	⁽⁶⁾	17,128.6059	D
Restricted Stock Units	⁽⁴⁾	01/02/2013		A		57.2816⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	57.2816	⁽⁷⁾	4,021.2816	D
Restricted Stock Units	⁽⁴⁾	01/02/2013		A		224.9344⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	224.9344	⁽⁸⁾	15,409.9344	D

Explanation of Responses:

1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/04/12.

2. The total beneficial ownership also includes the acquisition of 3.7690 shares at $15.0059 per share received on 01/02/13 through dividends paid in shares, and 2.585 shares at $22.0621 per share received on 04/05/13 through dividends paid in shares.

3. These shares were held indirectly under HP's 401(k) Plan as of 04/30/13. Fidelity Investments Institutional Services Company, Inc. accounts for holdings in the stock fund in units, which are comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of HP's common stock.

4. Each restricted stock unit represents a contingent right to receive one share of HP common stock.

5. On 12/10/10 the reporting person was granted 5,000 restricted stock units ("RSUs"), 1,666 of which vested on 12/10/11, 1,667 of which vested on 12/10/12, and 1,667 of which will vest on 12/10/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 24.6932 dividend equivalent rights being reported reflect 14.6501 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; and 10.0431 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13.

6. As previously reported, on 09/26/11 the reporting person was granted 33,026 restricted stock units ("RSUs"), 3,303 of which vested on 10/31/11, 13,210 of which vested on 10/31/12, and 16,513 of which will vest on 10/31/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 244.6059 dividend equivalent rights being reported reflect 145.1209 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; and 99.4850 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13.

7. As previously reported, on 12/07/11 the reporting person was granted 5,800 restricted stock units ("RSUs"), 1,933 of which vested on 12/07/12, and 1,933 of which will vest on 12/07/13, and 1,934 of which will vest on 12/07/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 57.2816 dividend equivalent rights being reported reflect 33.9843 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; and 23.2973 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13.

8. As previously reported, on 12/06/12 the reporting person was granted 15,185 restricted stock units ("RSUs"), 5,061 of which will vest on 12/06/13, and 5,062 of which will vest on each of 12/06/14 and 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 224.9344 dividend equivalent rights being reported reflect 133.4501 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; and 91.4843 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13.

Remarks:

	/s/ David Ritenour as Attorney-in-Fact for Marc A. Levine	05/31/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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